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                                                                   EXHIBIT 10.21

                                                                  EXECUTION COPY

                                                            |__| Employee's Copy
                                                             |__| Company's Copy

                         LUMINANT WORLDWIDE CORPORATION
                              EMPLOYMENT AGREEMENT

To Richard M. Scruggs:

         This Agreement establishes the terms of your employment with Luminant
Worldwide Corporation, a Delaware corporation (the "COMPANY"). Your employment
under this Agreement is contingent on effectiveness of the registration of the
Company's common stock with the Securities and Exchange Commission for the
Company's initial public offering ("IPO"). If the registration does not become
effective by December 31, 1999, this Agreement will not bind either you or the
Company, unless both you and the Company agree otherwise in writing. The Company
has been formed as a parent company to acquire a number of companies engaged in
the business of providing internet professional services and to make a public
offering of the Company's common stock.


EMPLOYMENT AND DUTIES    You and the Company agree to your employment on the
                         terms contained herein as a Key Practice Leader. In
                         such position, you will report directly to the
                         Company's Chief Executive Officer or his delegate
                         (your "DIRECT REPORT"). (The Company's Board of
                         Directors (the "BOARD") or the Company's Chief
                         Executive Officer may change your Direct Report from
                         time to time in its or his discretion.) During at
                         least the first year after the Effective Date, you
                         will serve on an executive committee of Key Practice
                         Leaders that will provide strategic and operational
                         guidance to the Company. You agree to perform
                         whatever duties the Board or your Direct Report may
                         assign you from time to time that are reasonably
                         consistent with your position as a senior executive
                         officer and Key Practice Leader. During your
                         employment, you agree to devote your full business
                         time, attention, and energies to performing those
                         duties (except as your Direct Report otherwise
                         agrees from time to time). You agree to comply with
                         the noncompetition, secrecy, and other provisions of
                         Exhibit A to this Agreement.

TERM OF EMPLOYMENT       Your employment under this Agreement begins as of
                         the effective date of registration for the IPO (the
                         "EFFECTIVE DATE"). Unless sooner terminated under this
                         Agreement, your employment ends at 6:00 p.m. Central
                         Time on the third anniversary of the Effective Date.


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                         The period running from the Effective Date to the
                         applicable date in the preceding sentence is the
                         "TERM."

                         Termination or expiration of this Agreement ends
                         your employment but does not end your obligation to
                         comply with Exhibit A or the Company's obligation,
                         if any, to make payments under the PAYMENTS ON
                         TERMINATION and SEVERANCE provisions as specified
                         below.

COMPENSATION

         SALARY          The Company will pay you an annual salary (the
                         "SALARY") from the Effective Date at the rate of not
                         less than $250,000 in accordance with its generally
                         applicable payroll practices. The Board or your
                         Direct Report will review your Salary annually and
                         consider you for increases.

         BONUS           The Board or its Compensation Committee, or if the
                         Board directs, your Direct Report will establish
                         annual bonus targets under which you will be
                         eligible for an annual bonus equal to up to 100% of
                         your Salary. It is the Company's good faith
                         intention to establish bonus targets for the first
                         year, in consultation with you, within 90 days
                         following the Effective Date.

         OPTIONS         You will be eligible to receive options under the
                         Company's 1999 Equity Incentive Plan that will, to
                         the extent possible, qualify as incentive stock options
                         under the Internal Revenue Code.

                         Upon a Change of Control (as defined below), all
                         options will become fully exercisable. This
                         paragraph will modify any inconsistent provision in
                         any option agreement entered into by you and the
                         Company to the extent necessary to provide for such
                         acceleration. "Change of Control" for this purpose
                         means the occurrence of any one or more of the
                         following events after the Company's IPO and prior
                         to the termination or expiration of this Agreement:

                             (i)  a person, entity or group (other than the
                             Company, any Company subsidiary, any Company
                             benefit plan, or any underwriter temporarily
                             holding securities for an offering of such
                             securities) acquires ownership of more than 50%
                             of the undiluted total voting power of the
                             Company's then outstanding securities eligible
                             to vote to elect members of the Board of
                             Directors ("Company Voting Securities");

                             (ii)  the individuals that constitute the Board
                             of Directors of the Company immediately prior to
                             a proxy contest cease to constitute at least a
                             majority of the Board (excluding


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                             any Board seat that is vacant or otherwise
                             unoccupied) immediately following the proxy
                             contest;

                             (iii) during any two year period, the
                             individuals that constitute the Board of
                             Directors at the beginning of the period (the
                             "INCUMBENT DIRECTORS") cease for any reason to
                             constitute at least a majority of the Board
                             (excluding any Board seat that is vacant or
                             otherwise unoccupied), provided that any
                             individuals approved for service on the Board by
                             a majority of Incumbent Directors are treated as
                             Incumbent Directors;

                             (iv) completion of a merger or consolidation of
                             the Company with or into any other entity,
                             unless the holders of the Company Voting
                             Securities outstanding immediately before such
                             completion, together with any trustee or other
                             fiduciary holding securities under a Company
                             benefit plan, hold securities that represent
                             immediately after such merger or consolidation
                             at least 50% of the combined voting power of the
                             then outstanding voting securities of either the
                             Company or the other surviving entity or its
                             parent;

                             (v)  the stockholders of the Company approve (a)
                             a plan of complete liquidation or dissolution of
                             the Company or (b) an agreement for the
                             Company's sale or disposition of all or
                             substantially all the Company's assets and such
                             liquidation, dissolution, sale or disposition is
                             completed; or

                             (vi) any other event which the Board of Directors
                             determines should constitute a Change of Control.

     EMPLOYEE BENEFITS   While the Company employs you under this Agreement, the
                         Company will provide you with the same benefits as
                         it makes generally available from time to time to
                         the Company's senior executive employees, as those
                         benefits are amended or terminated from time to
                         time, including participation in vacation policies
                         (and payment for accrued vacation) on a basis
                         comparable to that for senior executives. Your
                         participation in the Company's benefit plans will be
                         subject to the terms of the applicable plan
                         documents and the Company's generally applied
                         policies, and the Company in its sole discretion may
                         from time to time adopt, modify, interpret, or
                         discontinue such plans or policies.

     COMPENSATION        You will be eligible under a senior executive
                         compensation program that will consider you for annual
                         increases in Salary and


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     REVIEW              that will periodically review your progress in light of
                         targets and goals.

PLACE OF EMPLOYMENT      Your principal place of employment will be at the
                         office at which you were employed by a predecessor
                         company on December 31, 1998 (or, if later, on your
                         starting date with the predecessor) or such other
                         offices as the Company may establish from time to
                         time and to which it assigns you in its sole
                         discretion, provided that you will not be required
                         to relocate outside of Harris County, Texas and
                         surrounding counties. You understand and agree that
                         you must travel from time to time for business
                         reasons.

EXPENSES                 The Company will reimburse you for reasonable and
                         necessary travel and other business-related expenses
                         you incur for the Company in performing your duties
                         under this Agreement (with the travel accommodations
                         substantially comparable to that of senior executives
                         of the Company). You must itemize and substantiate all
                         requests for reimbursements. You must submit requests
                         for reimbursement in accordance with the policies and
                         practices of the Company.

NO OTHER EMPLOYMENT      While the Company employs you, you agree that you will
                         not, directly or indirectly, provide services to any
                         person or organization for which you receive
                         compensation or otherwise engage in activities that
                         would conflict or interfere significantly with your
                         faithful performance of your duties as an employee
                         without the Board's prior written consent. (This
                         prohibition excludes any work performed at the
                         Company's direction.) You may manage your personal
                         investments, as long as the management takes only
                         minimal amounts of time and is consistent with the
                         provisions of the NO CONFLICTS OF INTEREST Section
                         and the NO COMPETITION Section in Exhibit A.

                         You represent to the Company that you are not
                         subject to any agreement, commitment, or policy of
                         any third party that would prevent you from entering
                         into or performing your duties under this Agreement,
                         and you agree that you will not enter into any
                         agreement or commitment or agree to any policy that
                         would prevent or hinder your performance of duties
                         and obligations under this Agreement, including
                         Exhibit A.

NO CONFLICTS OF          You confirm that you have fully disclosed to the
  INTEREST               Company, to the best of your knowledge, all
                         circumstances under which you, your spouse, and
                         other persons who reside in your household have or
                         may have a conflict of interest with the Company.
                         You further agree to fully disclose to the Company
                         any such circumstances that might arise during your
                         employment upon your becoming


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                         aware of such circumstances. You agree to fully comply
                         with the Company's policy and practices relating to
                         conflicts of interest.

NO IMPROPER PAYMENTS     You will neither pay nor permit payment of any
                         remuneration to or on behalf of any governmental
                         official other than payments required or permitted
                         by applicable law. You will comply fully with the
                         Foreign Corrupt Practices Act of 1977, as amended.
                         You will not, directly or indirectly,

                             make or permit any contribution, gift, bribe,
                             rebate, payoff, influence payment, kickback, or
                             other payment to any person or entity, private or
                             public, regardless of what form, whether in money,
                             property, or services

                                 to obtain favorable treatment for business
                                 secured,

                                 to pay for favorable treatment for business
                                 secured,

                                 to obtain special concessions or for special
                                 concessions already obtained, or

                                 in violation of any legal requirement, or

                             establish or maintain any fund or asset related to
                             the Company that is not recorded in the Company's
                             books and records, or

                             take any action that would violate (or would be
                             part of a series of actions that would violate)
                             any U.S. law relating to international trade or
                             commerce, including those laws relating to trading
                             with the enemy, export control, and boycotts of
                             Israel or Israeli products (as is sought by certain
                             Arab countries).

TERMINATION              Subject to the provisions of this section, you and the
                         Company agree that it may terminate your employment,
                         or you may resign, except that, if you voluntarily
                         resign, you must provide the Company with 90 days'
                         prior written notice (unless the Board or your
                         Direct Report has previously waived such notice in
                         writing or authorized a shorter notice period).

FOR CAUSE                The Company may terminate your employment for "CAUSE"
                         if you:

                             (i)  commit a material breach of your obligations
                             or agreements under this Agreement, including
                             Exhibit A;


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                             (ii)  commit an act of gross negligence with
                             respect to the Company or otherwise act with
                             willful disregard for the Company's best interests;

                             (iii) fail or refuse to perform any duties
                             delegated to you that are consistent with the
                             duties of similarly-situated senior executive or
                             are otherwise required under this Agreement;

                             (iv)  seize a corporate opportunity for yourself
                             instead of offering such opportunity to the Company
                             if within the scope of the Company's or its
                             subsidiaries' business; or

                             (v)   are convicted of or plead guilty or no
                             contest to a felony (or to a felony charge reduced
                             to misdemeanor), or, with respect to your
                             employment, to any misdemeanor (other than a
                             traffic violation) or, with respect to your
                             employment, commit either a material dishonest act
                             or common law fraud or knowingly violate any
                             federal or state securities or tax laws.

                         Your termination for Cause will be effective
                         immediately upon the Company's mailing or written
                         transmission of notice of such termination. Before
                         terminating your employment for Cause under clauses
                         (i) - (iv) above, the Company will specify in
                         writing to you the nature of the act, omission,
                         refusal, or failure that it deems to constitute
                         Cause and, unless the Board or your Direct Report
                         reasonably concludes the situation could not be
                         corrected, give you 30 days after you receive such
                         notice to correct the situation (and thus avoid
                         termination for Cause), unless the Company agrees to
                         extend the time for correction. You agree that the
                         Board or your Direct Report will have the discretion
                         to determine in good faith whether your correction
                         is sufficient, provided that this decision does not
                         foreclose you from using the Dispute Resolution
                         provisions of Exhibit B.

WITHOUT CAUSE            Subject to the provisions below under PAYMENTS ON
                         TERMINATION and SEVERANCE, the Company may terminate
                         your employment under this Agreement before the end
                         of the Term without CAUSE. The Company agrees not to
                         terminate your employment without CAUSE during the
                         first six months after the Effective Date.

DISABILITY               If you become "DISABLED" (as defined below), the
                         Company may terminate your employment. You are
                         "disabled" if you are unable, despite whatever
                         reasonable accommodations the law requires, to
                         render services to the Company for more than 90
                         consecutive days because of physical or mental
                         disability, incapacity, or


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                         illness. You are also disabled if you are found to
                         be disabled within the meaning of the Company's
                         long-term disability insurance coverage as then in
                         effect (or would be so found if you applied for the
                         coverage).

GOOD REASON              You may resign for Good Reason with 45 days' advance
                         written notice. "GOOD REASON" for this purposes
                         means, without your consent, (i) the Company
                         materially breaches this Agreement or (ii) the
                         Company relocates your primary office outside of
                         Harris County, Texas and surrounding counties.

                         You must give notice to the Company of your
                         intention to resign for Good Reason within 30 days
                         after the occurrence of the event that you assert
                         entitles you to resign for Good Reason. In that
                         notice, you must state the condition that you
                         consider provides you with Good Reason and, if such
                         reason relates to clause (i) above, must give the
                         Company an opportunity to cure the condition within
                         30 days after your notice. Before or during the 30
                         day period, either party may request mediation under
                         Exhibit B to resolve any such disputes, and, if so
                         requested, the parties agree to cooperate to arrange
                         a prompt mediation during no more than a 30 day
                         period. If the Company fails to cure the condition,
                         your resignation will be effective on the 45th day
                         after your notice (unless the Board has previously
                         waived such notice period in writing or agreed to a
                         shorter notice period or unless mediation is
                         proceeding in good faith), in which case such
                         resignation will become effective 15 days after the
                         end of such mediation, if not previously cured.

                         You will not be treated as resigning for GOOD REASON
                         if the Company already had given notice of
                         termination for CAUSE as of the date of your notice
                         of resignation.

DEATH                    If you die during the Term, the Term will end as of
                         the date of your death.

PAYMENTS ON TERMINATION  If you resign or the Company terminates your employment
                         with or without Cause or because of disability or
                         death, the Company will pay you any unpaid portion
                         of your Salary pro-rated through the date of actual
                         termination (and any annual bonuses already
                         determined by such date but not yet paid unless your
                         employment is terminated with CAUSE), reimburse any
                         substantiated but unreimbursed business expenses,
                         pay any accrued and unused vacation time (to the
                         extent consistent with the Company's policies), and
                         provide such other benefits as applicable laws or
                         the terms of the benefits require. Except to the
                         extent the law requires otherwise or as provided in
                         the SEVERANCE paragraph,


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                         neither you nor your beneficiary or estate will have
                         any rights or claims under this Agreement or
                         otherwise to receive severance or any other
                         compensation, or to participate in any other plan,
                         arrangement, or benefit, after such termination or
                         resignation. If your employment never begins because
                         the Company does not complete its IPO, you
                         acknowledge that you have no rights to the Severance
                         set forth below or to any other payments under or
                         with respect to this Agreement.

SEVERANCE                In addition to the foregoing payments, if before the
                         end of the Term, the Company terminates your
                         employment without CAUSE or you resign for GOOD
                         REASON, the Company will

                             pay you severance equal to your Salary, as then
                             in effect, for 18 months on the same schedule as
                             though you had remained employed during such
                             period, even though you are no longer employed;

                             pay the after-tax premium cost for you to
                             receive any group health coverage the Company
                             must offer you under Section 4980B of the
                             Internal Revenue Code of 1986 ("COBRA COVERAGE")
                             for the period of such coverage (unless the
                             coverage is then provided under a self-insured
                             plan);

                             pay you, at the time the Company would otherwise
                             pay your annual bonus, your pro rata share of
                             the bonus for the year of your termination,
                             where the pro rata factor is based on days
                             elapsed in your year of termination till date of
                             termination over 365, less any portion of the
                             bonus for the year of your termination already
                             paid; and

                             accelerate your options such that any options
                             that would become exercisable within the six
                             months after your date of termination or
                             resignation will become exercisable as a result
                             of your termination or resignation (and will
                             expire in accordance with the option's terms
                             within 90 days after such date).

                             You are not required to mitigate amounts payable
                             under the SEVERANCE paragraph by seeking other
                             employment or otherwise, nor must you return to
                             the Company amounts earned under subsequent
                             employment.

EXPIRATION               Expiration of this Agreement, whether because of
                         notice of non-renewal or otherwise, does not
                         constitute termination without CAUSE nor provide you
                         with GOOD REASON and does not entitle


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                         you to SEVERANCE, unless the Company's general
                         severance practices entitle you to severance in that
                         situation. If you remain employed at the end of the
                         Term and your employment then ends as a result of
                         expiration of the Agreement, the Company will pay
                         you severance equal to your Salary, as then in
                         effect, for 12 months on the same schedule as though
                         you had remained employed during such period, even
                         though you are no longer employed, which payments
                         you agree compensate you for the restrictions under
                         Exhibit A upon contract expiration.

MISCELLANEOUS            If prior to the expiration or termination of this
                         Agreement the Company replaces the existing signage
                         at Align Solutions Corp., including but not limited
                         to the glass panels with logo icons, you will be
                         entitled to such signage.

ASSIGNMENT               The Company may assign or otherwise transfer this
                         Agreement and any and all of its rights, duties,
                         obligations, or interests under it to

                             Align Solutions Corp. or any of the affiliates or
                             subsidiaries of the Company or

                             to any business entity that at any time by merger,
                             consolidation, or otherwise acquires all or
                             substantially all of the Company's stock or assets
                             or to which the Company transfers all or
                             substantially all of its assets.

                         Upon such assignment or transfer, any such business
                         entity will be deemed to be substituted for the
                         Company for all purposes (except that the Company
                         will remain secondarily liable if it transfers this
                         Agreement to a subsidiary). You agree that
                         assignment or transfer does not entitle you to
                         Severance. This Agreement binds and benefits the
                         Company, its successors or assigns, and your heirs
                         and the personal representatives of your estate.
                         Without the Board's or your Direct Report's prior
                         written consent, you may not assign or delegate this
                         Agreement or any or all rights, duties, obligations,
                         or interests under it.

SEVERABILITY             If the final determination of an arbitrator or a
                         court of competent jurisdiction declares, after the
                         expiration of the time within which judicial review
                         (if permitted) of such determination may be
                         perfected, that any term or provision of this
                         Agreement, including any provision of Exhibit A, is
                         invalid or unenforceable, the remaining terms and
                         provisions will be unimpaired, and the invalid or
                         unenforceable term or provision will be deemed
                         replaced by a term or provision that is valid and
                         enforceable and that comes closest to expressing the
                         intention of the invalid or


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                         unenforceable term or provision.

AMENDMENT; WAIVER        Neither you nor the Company may modify, amend, or
                         waive the terms of this Agreement other than by a
                         written instrument signed by you and an executive
                         officer of the Company duly authorized by the Board.
                         Either party's waiver of the other party's
                         compliance with any provision of this Agreement is
                         not a waiver of any other provision of this
                         Agreement or of any subsequent breach by such party
                         of a provision of this Agreement.

WITHHOLDING              The Company will reduce its compensatory payments to
                         you for withholding and FICA taxes and any other
                         withholdings and contributions required by law. The
                         Company will, if reasonably practicable, credit you
                         with the FICA and unemployment tax withholdings you
                         incurred in 1999 before the Effective Date.

GOVERNING                LAW The laws of the State of Texas (other than its
                         conflict of laws provisions) govern this Agreement.

NOTICES                  Notices must be given in writing by personal
                         delivery, by certified mail, return receipt
                         requested, by telecopy, or by overnight delivery.
                         You should send or deliver your notices to the
                         Company's corporate headquarters. The Company will
                         send or deliver any notice given to you at your
                         address as reflected on the Company's personnel
                         records. You and the Company may change the address
                         for notice by like notice to the others. You and the
                         Company agree that notice is received on the date it
                         is personally delivered, the date it is received by
                         certified mail, the date of guaranteed delivery by
                         the overnight service, or the date the fax machine
                         confirms effective transmission.

SUPERSEDING EFFECT       This Agreement supersedes any prior oral or written
                         employment, severance, option, or fringe benefit
                         agreements between you and the Company, other than
                         with respect to your eligibility for generally
                         applicable employee benefit plans. This Agreement
                         supersedes all prior or contemporaneous negotiations,
                         commitments, agreements, and writings with respect
                         to the subject matter of this Agreement (other than
                         the Agreement and Plan of Organization or other
                         transaction document dated as of June 2, 1999). All
                         such other negotiations, commitments, agreements,
                         and writings will have no further force or effect;
                         and the parties to any such other negotiation,
                         commitment, agreement, or writing will have no
                         further rights or obligations thereunder.


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If you accept the terms of this Agreement, please sign in the space indicated
below. We encourage you to consult with any advisors you choose.

                                       LUMINANT WORLDWIDE CORPORATION

                                       By:  /s/ Guillermo G. Marmol
                                          ---------------------------------
                                          Guillermo G. Marmol
                                          Chief Executive Officer

I accept and agree to the terms of employment set forth in this Agreement:

  /s/ Richard M. Scruggs
------------------------------
      Richard M. Scruggs

Dated:_____________________




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                                    EXHIBIT A

NO COMPETITION           You agree to the provisions of this Exhibit A in
                         consideration of (i) your employment by the Company
                         and salary and benefits under this Agreement and the
                         training you will receive in connection with such
                         employment and (ii) the Company's acquisition of
                         your prior employer, and you agree that Exhibit A
                         should be considered ancillary to the agreement by
                         which that employer was acquired or otherwise became
                         part of the Company or a subsidiary (the "ACQUISITION
                         AGREEMENT"). While the Company (or its successor or
                         transferee) employs you and to the end of the
                         Restricted Period (as defined below), you agree as
                         follows:

                         You will not, directly or indirectly, be employed by,
                         lend money to, or engage in any Competing Business
                         within the Market Area (each as defined below). That
                         prohibition includes, but is not limited to, acting,
                         either singly or jointly or as agent for, or as an
                         employee of or consultant to, any one or more persons,
                         firms, entities, or corporations directly or
                         indirectly (as a director, independent contractor,
                         representative, consultant, member, or otherwise) that
                         constitutes such a Competing Business. You also will
                         not invest or hold equity or options in any Competing
                         Business, provided that you may own up to 3% of the
                         outstanding capital stock of any corporation that is
                         actively publicly traded without violating this NO
                         COMPETITION covenant, so long as you have no
                         involvement beyond passive investing in such business
                         and you comply with the second sentence of this
                         paragraph.

                         If, during the Restricted Period, you are offered
                         and want to accept employment with a business that
                         engages in activities similar to the Company's, you
                         will inform your Direct Report in writing of the
                         identity of the business, your proposed duties with
                         that business, and the proposed starting date of
                         that employment. You will also inform that business
                         of the terms of this Exhibit A. The Company will
                         analyze the proposed employment and make a good
                         faith determination as to whether it would threaten
                         the Company's legitimate competitive interests. If
                         the Company determines that the proposed employment
                         would not pose an unacceptable threat to its
                         interests, the Company will notify you that it does
                         not object to the employment.

                         You acknowledge that, during the portion of the
                         Restricted Period that follows your employment, you
                         may engage in any business activity or gainful
                         employment of any type and in any place except as
                         described above. You acknowledge that you will


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                         be reasonably able to earn a livelihood without
                         violating the terms of this Agreement.

                         You understand and agree that the rights and
                         obligations set forth in this NO COMPETITION Section
                         will continue and will survive through the
                         Restricted Period.

DEFINITIONS

    COMPETING BUSINESS   COMPETING BUSINESS means any service or product of any
                         person or organization other than the Company and
                         its successors, assigns, or subsidiaries (collectively,
                         the "COMPANY GROUP") that competes with any service
                         or product of the Company Group provided by any
                         member of the Company Group during your employment.
                         COMPETING BUSINESS includes any enterprise engaged
                         in the formation or operation of internet professional
                         services firms that provide strategic, interactive
                         design and technical business services, information
                         technology and interactive business consulting, and
                         other related services to assist clients in
                         integrating and maintaining their electronic
                         commerce capabilities.

    MARKET AREA          The Market Area consists of the United States and
                         Canada. You agree that the Company provides services
                         both at its facilities and at the locations of its
                         customers or clients and that, by the nature of its
                         business, it operates globally.

    RESTRICTED PERIOD    For purposes of this Agreement, the RESTRICTED
                         PERIOD ends at the first anniversary of the date
                         your employment with the Company Group ends for any
                         reason, provided that the end of the RESTRICTED
                         PERIOD does not shorten any restrictions to which
                         you are bound by the Acquisition Agreement.

NO INTERFERENCE;         During the Restricted Period, you agree that you will
NO SOLICITATION          not, directly or  indirectly, whether for yourself or
                         for any other individual or entity (other than the
                         Company or its affiliates or subsidiaries),
                         intentionally

                             solicit any person or entity who is, or was, within
                             the 24 months preceding your date of termination
                             or resignation, a customer, prospect (with respect
                             to which any member of the Company Group has
                             incurred substantial costs or with which you have
                             been involved), or client of the Company Group
                             within the Market Area, with the 24 month period
                             reduced to 12 months for prospects with which you
                             have not been involved;


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                             hire away or endeavor to entice away from the
                             Company Group any employee or any other person or
                             entity whom the Company Group engages to perform
                             services or supply products and including, but
                             not limited to, any independent contractors,
                             consultants, engineers, or sales representatives
                             or any contractor, subcontractor, supplier, or
                             vendor; or hire any person whom the Company Group
                             employs or employed within the prior 12 months.

SECRECY

    PRESERVING COMPANY   Your employment with the Company under and, if
    CONFIDENCES          applicable, before this Agreement (with a predecessor
                         to a member of the Company Group), has given and
                         will give you access to Confidential Information (as
                         defined below). You acknowledge and agree that
                         using, disclosing, or publishing any Confidential
                         Information in an unauthorized or improper manner
                         could cause the Company or Company Group to incur
                         substantial loss and damages that could not be
                         readily calculated and for which no remedy at law
                         would be adequate. Accordingly, you agree with the
                         Company that you will not at any time, except in
                         performing your employment duties to the Company or
                         the Company Group under this Agreement (or with the
                         Board's or your Direct Report's prior written
                         consent), directly or indirectly, use, disclose, or
                         publish, or permit others not so authorized to use,
                         disclose, or publish any Confidential Information
                         that you may learn or become aware of, or may have
                         learned or become aware of, because of your prior or
                         continuing employment, ownership, or association
                         with the Company or the Company Group or any of
                         their predecessors, or use any such information in a
                         manner detrimental to the interests of the Company
                         or the Company Group.

    PRESERVING OTHERS'   You agree not to use in working for the Company Group
    CONFIDENCES          and not to disclose to the Company Group any trade
                         secrets or other information you do not have the
                         right to use or disclose and that the Company Group
                         is not free to use without liability of any kind.
                         You agree to promptly inform the Company in writing
                         of any patents, copyrights, trademarks, or other
                         proprietary rights known to you that the Company or
                         the Company Group might violate because of
                         information you provide.

    CONFIDENTIAL         "CONFIDENTIAL INFORMATION" includes, without
    INFORMATION          limitation, information that the Company or the Company
                         Group has not previously disclosed to the public or to
                         the trade with respect to


Employment Agreement with Richard M. Scruggs                      Page 14 of 21
<PAGE>


                         the Company's or the Company Group's present or
                         future business, including its operations, services,
                         products, research, inventions, discoveries,
                         drawings, designs, plans, processes, models,
                         technical information, facilities, methods, trade
                         secrets, copyrights, software, source code, systems,
                         patents, procedures, manuals, specifications, any
                         other intellectual property, confidential reports,
                         price lists, pricing formulas, customer lists,
                         financial information (including the revenues, costs,
                         or profits associated with any of the Company's or
                         the Company Group's products or services), business
                         plans, lease structure, projections, prospects,
                         opportunities or strategies, acquisitions or
                         mergers, advertising or promotions, personnel
                         matters, legal matters, any other confidential and
                         proprietary information, and any other information
                         not generally known outside the Company or the
                         Company Group that may be of value to the Company or
                         the Company Group but, notwithstanding anything to
                         the contrary, excludes any information properly in
                         the public domain. "CONFIDENTIAL INFORMATION" also
                         includes confidential and proprietary information
                         and trade secrets that third parties entrust to the
                         Company or the Company Group in confidence.

                         You understand and agree that the rights and
                         obligations set forth in this SECRECY Section will
                         continue indefinitely and will survive termination
                         of this Agreement and your employment with the
                         Company or the Company Group.

EXCLUSIVE PROPERTY       You confirm that all Confidential Information is and
                         must remain the exclusive property of the Company or
                         the relevant member of the Company Group. Any office
                         equipment (including computers) you receive from the
                         Company Group in the course of your employment and
                         all business records, business papers, and business
                         documents you keep or make, whether on digital media
                         or otherwise, in the course of your employment by
                         the Company relating to the Company or any member of
                         the Company Group must be and remain the property of
                         the Company or the relevant member of the Company
                         Group. Upon the termination of this Agreement with
                         the Company or upon the Company's request at any
                         time, you must promptly deliver to the Company or to
                         the relevant member of the Company Group any such
                         office equipment (including computers) and any
                         Confidential Information or other materials (written
                         or otherwise) not available to the public or made
                         available to the public in a manner you know or
                         reasonably should recognize the Company did not
                         authorize, and any copies, excerpts, summaries,
                         compilations, records, or documents you made or that
                         came into your possession during your employment.
                         You agree that you will not, without the


Employment Agreement with Richard M. Scruggs                      Page 15 of 21
<PAGE>


                          Company's consent, retain copies, excerpts,
                          summaries, or compilations of the foregoing
                          information and materials. You understand and agree
                          that the rights and obligations set forth in this
                          EXCLUSIVE PROPERTY Section will continue
                          indefinitely and will survive termination of this
                          Agreement and your employment with the Company Group.

COPYRIGHTS, DISCOVERIES,  You agree that all records, in whatever media
INVENTIONS, AND PATENTS   (including written works), documents, papers,
                          notebooks, drawings, designs, technical
                          information, source code, object code, processes,
                          methods or other copyrightable or otherwise
                          protected works you conceive, create, make, invent,
                          or discover that relate to or result from any work
                          you perform or performed for the Company or the
                          Company Group or that arise from the use or
                          assistance of the Company Group's facilities,
                          materials, personnel, or Confidential Information in
                          the course of your employment (whether or not during
                          usual working hours), whether conceived, created,
                          discovered, made, or invented individually or
                          jointly with others, will be and remain the absolute
                          property of the Company (or another appropriate
                          member of the Company Group, as specified by the
                          Company), as will all the worldwide patent,
                          copyright, trade secret, or other intellectual
                          property rights in all such works. (All references
                          in this section to the Company include the members
                          of the Company Group, unless the Company determines
                          otherwise.) You irrevocably and unconditionally
                          waive all rights, wherever in the world enforceable,
                          that vest in you (whether before, on, or after the
                          date of this Agreement) in connection with your
                          authorship of any such copyrightable works in the
                          course of your employment with the Company Group or
                          any predecessor. Without limitation, you waive the
                          right to be identified as the author of any such
                          works and the right not to have any such works
                          subjected to derogatory treatment. YOU RECOGNIZE ANY
                          SUCH WORKS ARE "WORKS FOR HIRE" OF WHICH THE COMPANY
                          IS THE AUTHOR.

                          You will promptly disclose, grant, and assign
                          ownership to the Company for its sole use and
                          benefit any and all ideas, processes, inventions,
                          discoveries, improvements, technical information,
                          and copyrightable works (whether patentable or not)
                          that you develop, acquire, conceive or reduce to
                          practice (whether or not during usual working hours)
                          while the Company or the Company Group employs you.
                          You will promptly disclose and hereby grant and
                          assign ownership to the Company of all patent
                          applications, letters patent, utility and design
                          patents, copyrights, and reissues thereof or any
                          foreign equivalents thereof, that may at any time be
                          filed or granted for


Employment Agreement with Richard M. Scruggs                      Page 16 of 21
<PAGE>


                         or upon any such invention, improvement, or
                         information. In connection therewith:

                             You will, without charge but at the Company's
                             expense, promptly execute and deliver such
                             applications, assignments, descriptions, and other
                             instruments as the Company may consider reasonably
                             necessary or proper to vest title to any such
                             inventions, discoveries, improvements, technical
                             information, patent applications, patents,
                             copyrightable works, or reissues thereof in the
                             Company and to enable it to obtain and maintain
                             the entire worldwide right and title thereto; and

                             You will provide to the Company at its expense
                             all such assistance as the Company may
                             reasonably require in the prosecution of
                             applications for such patents, copyrights, or
                             reissues thereof, in the prosecution or defense
                             of interferences that may be declared involving
                             any such applications, patents, or copyrights
                             and in any litigation in which the Company may
                             be involved relating to any such patents,
                             inventions, discoveries, improvements, technical
                             information, or copyrightable works or reissues
                             thereof. The Company will reimburse you for
                             reasonable out-of-pocket expenses you incur and
                             pay you reasonable compensation for your time if
                             the Company Group no longer employs you. You and
                             the Company agree that the Company will not
                             assert that it owns the book you have proposed
                             writing, even if related to your work. You agree
                             that the book will not violate Exhibit A.

                         To the extent, if any, that you own rights to works,
                         inventions, discoveries, proprietary information,
                         and copyrighted or copyrightable works, or other
                         forms of intellectual property that are incorporated
                         in the work product you create for the Company
                         Group, you agree that the Company will have an
                         unrestricted, non-exclusive, royalty-free,
                         perpetual, transferable license to make, use, sell,
                         offer for sale, and sublicense such works and
                         property in whatever form, and you hereby grant such
                         license to the Company (and the Company Group).

                         This COPYRIGHTS, DISCOVERIES, INVENTIONS AND PATENTS
                         section does not apply to an invention or discovery
                         for which no equipment, supplies, facility or trade
                         secret information of the Company Group (including
                         its predecessors) was used and that was developed
                         entirely on your own time, unless (a) the invention
                         relates (i) directly to the business of the Company
                         Group, or (ii) the Company Group's actual or then
                         reasonably


Employment Agreement with Richard M. Scruggs                      Page 17 of 21
<PAGE>


                         anticipated research or development, or (b) the
                         invention results from any work you performed for
                         the Company Group or any predecessor.

MAXIMUM LIMITS           If any of the provisions of Exhibit A are ever
                         deemed to exceed the time, geographic area, or
                         activity limitations the law permits, you and the
                         Company agree to reduce the limitations to the
                         maximum permissible limitation, and you and the
                         Company authorize a court or arbitrator having
                         jurisdiction to reform the provisions to the maximum
                         time, geographic area, and activity limitations the
                         law permits; PROVIDED, HOWEVER, that such reductions
                         apply only with respect to the operation of such
                         provision in the particular jurisdiction with
                         respect to which such adjudication is made.

INJUNCTIVE RELIEF       Without limiting the remedies available to the Company,
                        you acknowledge

                             that a breach of any of the covenants in this
                             Exhibit A may result in material irreparable
                             injury to the Company and Company Group for
                             which there is no adequate remedy at law, and

                             that it will not be possible to measure
                             damages for such injuries precisely.

                         You agree that, if there is a breach or threatened
                         breach, the Company or any member of the Company
                         Group may be entitled to obtain a temporary
                         restraining order and/or a preliminary or permanent
                         injunction restraining you from engaging in
                         activities prohibited by any provisions of this
                         Exhibit A or such other relief as may be required to
                         specifically enforce any of the covenants in this
                         Exhibit A. The Company or any member of the Company
                         Group will, in addition to the remedies provided in
                         this Agreement, be entitled to avail itself of all
                         such other remedies as may now or hereafter exist at
                         law or in equity for compensation and for the
                         specific enforcement of the covenants contained in
                         this Agreement. Resort to any remedy provided for in
                         this Section or provided for by law will not prevent
                         the concurrent or subsequent employment of any other
                         appropriate remedy or remedies, or preclude the
                         Company's or the Company Group's recovery of
                         monetary damages and compensation. You also agree
                         that the Restricted Period or such longer period
                         during which the covenants hereunder by their terms
                         survive will extend for any and all periods for
                         which a court with personal jurisdiction over you
                         finds that you violated


Employment Agreement with Richard M. Scruggs                      Page 18 of 21
<PAGE>


                         the covenants contained in this Exhibit A.


                                    EXHIBIT B

                               DISPUTE RESOLUTION

MEDIATION                If either party has a dispute or claim relating to
                         this Agreement or their relationship and except as
                         set forth in ALTERNATIVES, the parties must first
                         seek to mediate the same before an impartial
                         mediator the parties mutually designate, and the
                         parties must equally share the expenses of such
                         proceeding (other than their respective attorneys'
                         fees). Subject to the mediator's schedule, the
                         mediation must occur within 45 days of either
                         party's written demand. However, in an appropriate
                         circumstance, a party may seek emergency equitable
                         relief from a court of competent jurisdiction
                         notwithstanding this obligation to mediate.

BINDING ARBITRATION      If the mediation reaches no solution or the parties
                         agree to forego mediation, the parties will promptly
                         submit their disputes to binding arbitration before
                         one or more arbitrators (collectively or singly, the
                         "ARBITRATOR") the parties agree to select (or whom,
                         absent agreement, a court of competent jurisdiction
                         selects). The arbitration must follow applicable law
                         related to arbitration proceedings and, where
                         appropriate, the Commercial Arbitration Rules of the
                         American Arbitration Association.

ARBITRATION PRINCIPLES   All statutes of limitations and substantive laws
                         applicable to a court proceeding will apply to this
                         proceeding. The Arbitrator will have the power to
                         grant relief in equity as well as at law, to issue
                         subpoenas duces tecum, to question witnesses, to
                         consider affidavits (provided there is a fair
                         opportunity to rebut the affidavits), to require
                         briefs and written summaries of the material
                         evidence, and to relax the rules of evidence and
                         procedure, provided that the Arbitrator must not
                         admit evidence it does not consider reliable. The
                         Arbitrator will not have the authority to add to,
                         detract from, or modify any provision of this
                         Agreement. The parties agree (and the Arbitrator
                         must agree) that all proceedings and decisions of
                         the Arbitrator will be maintained in confidence, to
                         the extent legally permissible, and not be made
                         public by any party or the Arbitrator without the
                         prior written consent of all parties to the
                         arbitration, except as the law may otherwise require.

DISCOVERY; EVIDENCE;     The parties have selected arbitration to expedite the
PRESUMPTIONS             resolution of disputes and to reduce the costs and
                         burdens associated with litigation. The parties agree
                         that the Arbitrator should take these


Employment Agreement with Richard M. Scruggs                      Page 19 of 21
<PAGE>


                         concerns into account when determining whether to
                         authorize discovery and, if so, the scope of
                         permissible discovery and other hearing and
                         pre-hearing procedures. The Arbitrator may permit
                         reasonable discovery rights in preparation for the
                         arbitration, provided that it should accelerate the
                         scheduling of and responses to such discovery so as
                         not to unreasonably delay the arbitration. Exhibits
                         must be marked and left with the Arbitrator until it
                         has rendered a decision. Either party may elect, at
                         its expense, to record the proceedings by audiotape
                         or stenographic recorder (but not by video). The
                         Arbitrator may conclude that the applicable law of
                         any foreign jurisdiction would be identical to that
                         of Texas on the pertinent issue(s), absent a party's
                         providing the Arbitrator with relevant authorities
                         (and copying the opposing party) at least five
                         business days before the arbitration hearing.

NATURE OF AWARD          The Arbitrator must render its award, to the extent
                         feasible, within 30 days after the close of the
                         hearing. The award must set forth the material
                         findings of fact and legal conclusions supporting
                         the award. The parties agree that it will be final,
                         binding, and enforceable by any court of competent
                         jurisdiction. Where necessary or appropriate to
                         effectuate relief, the Arbitrator may issue
                         equitable orders as part of or ancillary to the
                         award. The Arbitrator must equitably allocate the
                         costs and fees of the proceeding and may consider in
                         doing so the relative fault of the parties. The
                         Arbitrator may award reasonable attorneys' fees to
                         the prevailing party to the extent a court could
                         have made such an award.

APPEAL                   The parties may appeal the award based on the
                         grounds allowed by statute, as well as upon the
                         ground that the award misapplies the law to the
                         facts, provided that such appeal is filed within the
                         applicable time limits law allows. If the award is
                         appealed, the court may consider the ruling,
                         evidence submitted during the arbitration, briefs,
                         and arguments but must not try the case DE NOVO. The
                         parties will bear the costs and fees associated with
                         the appeal in accordance with the arbitration award
                         or, in the event of a successful appeal, in
                         accordance with the court's final judgment.

ALTERNATIVES             This DISPUTE RESOLUTION provision does not preclude
                         a party from seeking equitable relief from a court
                         (i) to prevent imminent or irreparable injury or
                         (ii) pending arbitration, to preserve the last
                         peaceable status quo, nor does it preclude the
                         parties from agreeing to a less expensive and faster
                         means of dispute resolution. It does not prevent the
                         Company from immediately seeking in court an
                         injunction or other remedy with


Employment Agreement with Richard M. Scruggs                      Page 20 of 21
<PAGE>


                         respect to Exhibit A.
























Employment Agreement with Richard M. Scruggs                      Page 21 of 21